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News 4th of March 2019 By Elien De Vos and Wannes Gardin

The new Belgian Company Code voted and approved!

The new Belgian Company Code voted and approved!

1. Restriction of the number of company types

The partnership

Private limited liability company (BV) 

Limited liability company (NV)

The cooperative company (CV)

2. Possibility of a one-man board 

 3. An important change in terms of the board 

  • +In terms of the board, for the limited liability company (NV) quite a few innovations will be introduced by the Belgian Company Code. The limited liability company (NV) will be able to organise its board in three different ways: (1) one-tier board structure (executive board only), (2) two-tier board structure (supervisory board and governing council) and (3) one-man board the current regime for the private limited liability company (BVBA) shall continue to apply in principle to the private limited liability company (BV). The general rule is still one or more fully competent directors, with the possibility of providing a collegial governing body. 
  • + For all companies and associations, there is the possibility of providing day-to-day management. 
  • + The ad nutum revocability of the directors' mandates will continue to be the general rule in the new regime, but this is a default provision and therefore this rule can be deviated from and, if necessary, protection against dismissal can be provided. 
  • + In the event of a conflict of interests, in either companies or associations, the conflicted director(s) cannot participate in deliberation and voting regarding the decision or transaction concerned.
  • + Under the new regime, the contractual and non-contractual liability of directors of both companies and associations will be capped to a maximum amount; this amount is determined in accordance with the size (turnover and balance sheet total) of the company. There are, however, a number of exceptions to this cap on liability (such as in the event of intent to cause harm).

4. New criterion for distinguishing between companies and associations

5. Introduction of the 'statutory seat' doctrine

6. Entry into force

  • +As from 1 May 2019, the existing legal persons can, if need be, take part voluntarily in the new regime (by means of an 'opt-in'). 
  • + As from 1 January 2020, the imperative statutory provisions shall, by operation of law, apply with immediate effect to existing companies and associations, such as the new descriptions and abbreviations, the conversion of the capital in the private limited liability company (BV) into a statutory non-disposable equity capital account, etc. 
  • + For the other legal provisions, the existing legal persons have the opportunity to wait until the next amendment of the articles of association before aligning themselves with the new Belgian Company Code, on the proviso that existing companies and associations will have to comply in full with the new Belgian Company Code by 1 January 2024 at the latest. 
  • + The existing legal persons with company types that will be discontinued because of the new Belgian Company Code, are subject to the same deadline. If these legal persons do not convert in time, by operation of law they will be converted into the most analogous legal form. 
  • + The transition from the 'actual seat' doctrine to the 'statutory seat' doctrine will take effect on 1 May 2019.
    Disclaimer
    We base our advice on current legislation, interpretations and legal doctrine. This does not prevent the administration from being able to challenge it or to change existing interpretations.
    Elien De Vos
    Wannes Gardin